Common use of ADDITIONAL REPRESENTATIONS OF THE PARTIES Clause in Contracts

ADDITIONAL REPRESENTATIONS OF THE PARTIES. A. Agency hereby warrants, represents and promises that: i) it has provided or shall provide timely to Contractor, all records relating to energy usage and energy-related maintenance of Project Site(s) requested by Contractor and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Contract will be true and accurate in all material respects; and ii) it has not entered into any leases, contracts or Contracts with other persons or entities regarding the leasing of energy efficiency equipment or the provision of energy management services for the Project Site(s) or with regard to servicing any of the energy related equipment located in the Project Site(s). Agency shall provide Contractor with copies of any successor or additional leases of energy efficiency equipment and contracts for management or servicing of preexisting equipment at Project Site(s) which may be executed from time to time hereafter within 30_ days after execution thereof. B. Contractor hereby warrants, represents and promises that before commencing performance of this Contract: i) it shall have become licensed or otherwise permitted to do business in the State of New Mexico. ii) it shall have provided proof and documentation of required insurance and bonds pursuant to this Contract; iii) it shall make available, upon reasonable request, all documents relating to its performance under this Contract, including all contracts and subcontracts entered into; iv) it shall use qualified subcontractors who are qualified, licensed and bonded in this state to perform the work so subcontracted pursuant to the terms hereof; v) the Equipment will meet or exceed the provisions set forth in Section 17 (Systems Start Up and Equipment Commissioning) and in Schedule T (Systems Start-Up and Commissioning; Operating Parameters of Installed Equipment). vi) the Equipment is or will be compatible with all other Project Site(s) mechanical and electrical systems, subsystems, or components with which the Equipment interacts, and that, as installed, neither the Equipment nor such other systems, subsystems, or components will materially adversely affect each other as a direct or indirect result of Equipment installation or operation; vii) it is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this Contract.

ADDITIONAL REPRESENTATIONS OF THE PARTIES. A. Agency hereby warrants, represents and promises that: i) it has provided or shall provide timely to Contractor, all records relating to energy usage and energy-related maintenance of Project Site(s) requested by Contractor and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Contract will be true and accurate in all material respects; and ii) that it has not entered into any undisclosed leases, or contracts or Contracts with other persons or entities regarding the leasing of energy efficiency equipment or the provision of energy management services for the Project Site(s) Premises or with regard to servicing any of the energy related equipment located in the Project Site(s)Premises. Agency shall provide Contractor ESCO with copies of any successor or additional leases of energy efficiency equipment and contracts for management or servicing of preexisting equipment at Project Site(s) which Premises that may be executed from time to time hereafter within 30_ sixty (60) days after execution thereof. B. Contractor . Agency agrees that it shall adhere to, follow and implement the energy conservation procedures and methods of operation to be set forth on Schedule K (Agency's Maintenance Responsibilities), to be attached hereto and made a part hereof after Agency's approval. Agency agrees that ESCO shall have the right once a month, with prior notice, to inspect Premises to determine if Agency is complying, and shall have complied with such obligations. For the purpose of determining Agency's said compliance, the checklist to be set forth at Schedule L (Facility Maintenance Checklist) as completed and recorded by ESCO during its monthly inspections, shall be used to measure and record Agency's said compliance. Agency shall make the Premises available to ESCO for and during each monthly inspection, and shall have the right to witness each inspection and the recordation on the checklist. ESCO hereby warrants, represents and promises that that: (i) before commencing performance of this Contract: i(a) it shall have become licensed or otherwise permitted to do business in the State of New MexicoIdaho. ii(b) it shall have provided proof and documentation of required insurance and bonds pursuant to this ContractSection 17 (Insurance Requirements); iii(c) it shall submit a properly executed Contractor’s Affidavit Concerning Taxes. (ii) it shall make available, upon reasonable request, all documents relating to its performance under this Contract, including but not limited to all contracts and subcontracts entered into; iv(iii) it shall use qualified subcontractors who are qualifiedand delegees, licensed and bonded in this state to perform the work so subcontracted or delegated pursuant to the terms hereof; v) the Equipment will meet or exceed the provisions set forth in Section 17 (Systems Start Up and Equipment Commissioning) and in Schedule T (Systems Start-Up and Commissioning; Operating Parameters of Installed Equipment). vi) the Equipment is or will be compatible with all other Project Site(s) mechanical and electrical systems, subsystems, or components with which the Equipment interacts, and that, as installed, neither the Equipment nor such other systems, subsystems, or components will materially adversely affect each other as a direct or indirect result of Equipment installation or operation; viiiv) it is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this Contract. The parties acknowledge and agree that ESCO has entered into this Contract in reliance upon the prospect of earning compensation based on guaranteed energy savings in energy used at Premises, as set forth on Schedules C (Energy Saving Guarantee) and D (Compensation to ESCO), attached hereto and made a part hereof. The parties further acknowledge and agree that the said guaranteed energy savings would not likely be obtained unless certain procedures and methods of operation designed for energy conservation shall be implemented, and followed by Agency on a regular and continuous basis.

ADDITIONAL REPRESENTATIONS OF THE PARTIES. A. Agency In addition, the ESCO certifies that before beginning work under this Contract it will: (i) have become licensed to business in the state; (ii) provide proof of required insurance and bonds; (iii) give the Department access to all document relating to the project (including all contracts and subcontracts) upon request; (iv) use licensed and qualified subcontractors; and (v) is financially able to complete the project and perform under the terms of this Contract. In addition, the ESCO certifies that the equipment will meet or exceed the functional design tests performed prior to the Department acceptance and the installed equipment with be compatible with existing equipment and building systems. The Department hereby warrants, represents represents, and promises that: (i) it It has provided or shall provide timely to ContractorESCO, all records relating to energy usage and energy-energy- related maintenance of Project Site(s) requested by Contractor ESCO and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Contract will be true and accurate in all material respects; and (ii) it It has not entered into any leases, leases contracts or Contracts with other persons or entities regarding the leasing of energy efficiency equipment or the provision of energy management services for the Project Site(s) or with regard to servicing any of the energy related equipment located in the Project Site(s). Agency The Department shall provide Contractor ESCO with copies of any successor or additional leases of energy efficiency equipment and contracts for management or servicing of preexisting equipment at Project Site(s) which may be executed from time to time-to-time hereafter within 30_ sixty (60) days after execution thereof. B. Contractor . ESCO hereby warrants, represents represents, and promises that before that: (i) Before commencing performance of this Contract: i(a) it It shall have become licensed or otherwise permitted to do business in the State District of New Mexico.Columbia;; and ii(b) it It shall have provided proof and documentation of required insurance Clean Hands, insurance, and bonds pursuant to this Contract; iii(ii) it It shall make available, upon reasonable request, all documents relating to its performance under this Contract, including all contracts and subcontracts entered into; iv(iii) it It shall use qualified subcontractors who are qualified, licensed and bonded in this state to perform the work so subcontracted pursuant to the terms hereof; v(iv) the The Equipment will meet or exceed the provisions set forth in Section 17 8.2 (Systems Start Up and Equipment Commissioning) and in Schedule T (Systems Start-Up and Commissioning; Operating Parameters of Installed Equipment).;; vi(v) the The Equipment is or will be compatible with all other Project Site(s) mechanical and electrical systems, subsystems, or components with which the Equipment interacts, and that, as installed, neither the Equipment nor such other systems, subsystems, or components will materially adversely affect each other as a direct or indirect result of Equipment installation or operation;; and vii(v) That it is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this Contract. (vi) The Contractor agrees to comply with the Campaign Finance Reform Act certification requirement Attachment A.9 pursuant to D.C. Official Code § 1- 1161.01 and will satisfy all self-certification requirements prior to the execution of any task order, as applicable.

ADDITIONAL REPRESENTATIONS OF THE PARTIES. A. Agency Overview: These additional representations address several areas specific to the performance contract. The Owner certifies it has or will provide the ESCO will all energy and energy-related records and all future records to be provided will be truthful and accurate. The Owner also declares it has not entered into any leases or service contracts relating to energy equipment or servicing of pre-existing equipment and will notify the ESCO within a specified period of time if it does so. In addition, the ESCO certifies that before beginning work under this contract it will: have become licensed to business in the state; provide proof of required insurance and bonds; give Owner access to all document relating to the project (including all contracts and subcontracts) upon request; use licensed and qualified subcontractors; and is financially able to complete the project and perform under the terms of this contract. In addition, the ESCO certifies that the equipment will meet or exceed the functional design tests performed prior to Owner acceptance and the installed equipment with be compatible with existing equipment and building systems. Owner hereby warrants, represents and promises that: i) : it has provided or shall provide timely to ContractorESCO, all records relating to energy usage and energy-related maintenance of Project Site(s) requested by Contractor ESCO and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Contract will be true and accurate in all material respects; and ii) and it has not entered into any leases, contracts or Contracts with other persons or entities regarding the leasing of energy efficiency equipment or the provision of energy management services for the Project Site(s) or with regard to servicing any of the energy related equipment located in the Project Site(s). Agency Owner shall provide Contractor ESCO with copies of any successor or additional leases of energy efficiency equipment and contracts for management or servicing of preexisting equipment at Project Site(s) which may be executed from time to time hereafter within 30____ days after execution thereof. B. Contractor . ESCO hereby warrants, represents and promises that that: before commencing performance of this Contract: i) : it shall have become licensed or otherwise permitted to do business in the State of New Mexico. ii) ______________ it shall have provided proof and documentation of required insurance and bonds pursuant to this Contract; iii) ; it shall make available, upon reasonable request, all documents relating to its performance under this Contract, including all contracts and subcontracts entered into; iv) ; it shall use qualified subcontractors who are qualified, licensed and bonded in this state to perform the work so subcontracted pursuant to the terms hereof; v) the ; The Equipment will meet or exceed the provisions set forth in Section 17 8.2 (Systems Start Up and Equipment Commissioning) and in Schedule T (Systems Start-Up and Commissioning; Operating Parameters of Installed Equipment). vi) the Equipment is or will be compatible with all other Project Site(s) mechanical and electrical systems, subsystems, or components with which the Equipment interacts, and that, as installed, neither the Equipment nor such other systems, subsystems, or components will materially adversely affect each other as a direct or indirect result of Equipment installation or operation; vii) it is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this Contract.

ADDITIONAL REPRESENTATIONS OF THE PARTIES. A. Agency These additional representations address several areas specific to the performance contract. The Institution certifies it has or will provide the ESCO will all energy and energy-related records and all future records to be provided will be truthful and accurate. The Institution also declares it has not entered into any leases or service contracts relating to energy equipment or servicing of pre-existing equipment and will notify the ESCO within a specified period of time if it does so. In addition, the ESCO certifies that before beginning work under this contract it will: have become licensed to business in the state; provide proof of required insurance and bonds; give Institution access to all document relating to the project (including all contracts and subcontracts) upon request; use licensed and qualified subcontractors; and is financially able to complete the project and perform under the terms of this contract. In addition, the ESCO certifies that the equipment will meet or exceed the functional design tests performed prior to Institution acceptance and the installed equipment with be compatible with existing equipment and building systems. Institution hereby warrants, represents and promises that: i) : it has provided or shall provide timely to ContractorESCO, all records relating to energy usage and energy-related maintenance of Project Site(s) requested by Contractor ESCO and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Contract will be true and accurate in all material respects; and ii) and it has not entered into any leases, contracts or Contracts with other persons or entities regarding the leasing of energy efficiency equipment or the provision of energy management services for the Project Site(s) or with regard to servicing any of the energy related equipment located in the Project Site(s). Agency Institution shall provide Contractor ESCO with copies of any successor or additional leases of energy efficiency equipment and contracts for management or servicing of preexisting equipment at Project Site(s) which may be executed from time to time hereafter within 30____ days after execution thereof. B. Contractor . ESCO hereby warrants, represents and promises that that: before commencing performance of this Contract: i) : it shall have become licensed or otherwise permitted to do business in the State of New Mexico. ii) ______________ it shall have provided proof and documentation of required insurance and bonds pursuant to this Contract; iii) ; it shall make available, upon reasonable request, all documents relating to its performance under this Contract, including all contracts and subcontracts entered into; iv) ; it shall use qualified subcontractors who are qualified, licensed and bonded in this state to perform the work so subcontracted pursuant to the terms hereof; v) the ; The Equipment will meet or exceed the provisions set forth in Section 17 8.2 (Systems Start Up and Equipment Commissioning) and in Schedule T (Systems Start-Up and Commissioning; Operating Parameters of Installed Equipment). vi) the Equipment is or will be compatible with all other Project Site(s) mechanical and electrical systems, subsystems, or components with which the Equipment interacts, and that, as installed, neither the Equipment nor such other systems, subsystems, or components will materially adversely affect each other as a direct or indirect result of Equipment installation or operation; vii) it is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this Contract.

ADDITIONAL REPRESENTATIONS OF THE PARTIES. A. Agency 31.1 School District hereby warrants, warrants and represents and promises that: i) it has provided or shall provide timely to Contractor, all records relating to energy usage and energy-related maintenance of Project Site(s) requested by Contractor and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Contract will be true and accurate in all material respects; and ii) that it has not entered into any leases, leases or contracts or Contracts with other persons or entities regarding the leasing of energy efficiency equipment the Selected ECMs set forth Schedule A (Selected ECMs to be Installed by ESCO), or for the provision of any energy management services for in conflict with those set forth in Schedule F (Measurement and Verification) and Schedule Q ESCO’s ECM Service Responsibilities. Upon written request, the Project Site(s) or with regard to servicing any of the energy related equipment located in the Project Site(s). Agency School District shall provide Contractor ESCO with copies of any successor or additional leases of energy efficiency equipment and contracts for management or servicing of the preexisting equipment at Project Site(sidentified Schedule B (Description of Premises; Pre-Existing Equipment Inventory) which may be executed from time to time hereafter within thirty (30_ ) days after execution thereofof this Contract. B. Contractor 31.2 ESCO hereby warrants, represents and promises that before that: Before commencing performance of this Contract: i) it : It is or shall have become licensed or otherwise permitted to do business in the State Commonwealth. It has a City of New MexicoPhiladelphia Business Privilege License. It shall confirm that it and any of its Subcontractors to be employed in connection with any services rendered under the Contract and/or the parent company (ies) and subsidiary (ies) thereof, are not currently in default of the terms of any indebtedness to the School District and, to the best of its knowledge, will not at any time during the Contract Term (including any extensions or renewals thereof) be indebted to the School District, for or on account of any delinquent taxes, liens, judgments, fees or other debts for which no written agreement or payment plan satisfactory to the School District has been established. With respect to Subcontractors, ESCO will be deemed to have satisfied the requirements of the Section 31.2(3) so long as the following is included in each Subcontract: “Subcontractor hereby certifies and represents that Subcontractor and Subcontractor’s parent company(ies) and subsidiary(ies) are not currently indebted to the School District and will not at any time during the term of ESCO’s Agreement with School District, including any extensions or renewals thereof, be indebted to the School District, for or on account of any delinquent taxes, liens, judgments, fees or other debts for which no written agreement or payment plan satisfactory to the School District has been established. In addition to any other rights or remedies available to School District and ESCO at law or in equity, Subcontractor acknowledges that any breach of failure to conform to this certification may, at the option and direction of School District and ESCO, result in the withholding of payments otherwise due to Subcontractor for services rendered in connection with the Contract and, if such breach or failure is not resolved to School District’s or ESCO’s satisfaction within a reasonable time frame specified by School District or ESCO in writing, may result in the offset of any such indebtedness against said payments otherwise due to Subcontractor and/or the termination of Subcontractor for default (in which case Subcontractor will be liable for all excess costs and other damages resulting from the termination). ii) it ” To the best of ESCO’s knowledge, information and belief, the representations made in and Subcontract that Subcontractor is not indebted to the School District are true and correct. It shall have provided proof and documentation of required insurance and bonds pursuant to this Contract; iii) Article 19 (Insurance), and it shall make available, upon reasonable request, all documents relating to its performance under this Contract, including all contracts and subcontracts entered into; iv) it ; It shall use qualified subcontractors who Subcontractors and delegees that have the necessary experience and skill for the Work, and that are qualified, licensed and bonded in this state to perform the work so subcontracted or delegated pursuant to the terms hereof; v) the Equipment will meet or exceed the provisions set forth in Section 17 (Systems Start Up and Equipment Commissioning) and in Schedule T (Systems Start-Up and Commissioning; Operating Parameters of Installed Equipment). vi) the Equipment is or will be compatible with all other Project Site(s) mechanical and electrical systems, subsystems, or components with which the Equipment interacts, and that, as installed, neither the Equipment nor such other systems, subsystems, or components will materially adversely affect each other as a direct or indirect result of Equipment installation or operation; vii) it It is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this Contract.

ADDITIONAL REPRESENTATIONS OF THE PARTIES. A. Section 15.1 Agency hereby warrants, represents and promises that: (i) it It has provided or shall provide timely to ContractorESCO, all records relating to energy usage and energy-related maintenance of Project Site(s) Premises requested by Contractor ESCO and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Contract will be true and accurate in all material respects; and (ii) it It has not entered into any leases, contracts or Contracts contracts with other persons or entities regarding the leasing of energy efficiency equipment or the provision of energy management services for the Project Site(s) Premises or with regard to servicing any of the energy related equipment located in the Project Site(s)Premises. Agency shall provide Contractor ESCO with copies of any successor or additional leases of energy efficiency equipment and contracts for management or servicing of preexisting equipment at Project Site(s) Premises which may be executed from time to time hereafter within thirty (30_ ) days after execution thereof. B. Contractor Section 15.2 ESCO hereby warrants, represents and promises that before commencing performance of this Contract: (i) it It is or shall have become licensed or otherwise permitted to do business Energy Services Business in the State Commonwealth of New Mexico.Virginia and shall have a Class A Contractor's License (ii) it It shall have provided proof and documentation of required insurance and bonds pursuant to this Contract; iii) it terms and conditions and shall make available, upon reasonable request, all documents relating to its performance under this Contract, including all contracts and subcontracts entered into; iv(iii) it It shall use qualified subcontractors who are qualifiedand delegees, licensed and bonded in this state to perform the work so subcontracted or delegated pursuant to the terms hereof; v(iv) the Equipment will meet or exceed the provisions set forth in Section 17 (Systems Start Up and Equipment Commissioning) and in Schedule T (Systems Start-Up and Commissioning; Operating Parameters of Installed Equipment). vi) the Equipment is or will be compatible with all other Project Site(s) mechanical and electrical systems, subsystems, or components with which the Equipment interacts, and that, as installed, neither the Equipment nor such other systems, subsystems, or components will materially adversely affect each other as a direct or indirect result of Equipment installation or operation; vii) That it is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this Contract; (v) Prior to the commencement of each year of the Energy Savings Guarantee, it shall provide a performance guarantee bond in an amount equal to Guaranteed Energy Unit Savings projected for the applicable year, for the faithful performance of the energy savings measures installed hereunder. (vi) Prior to substantial completion of the construction and acceptance by the owner, the ESCO shall provide a separate surety bond in accordance with the Code of Virginia for the duration of the guaranteed energy savings in the amount of actual energy savings, not inclusive of Owner operational savings.

ADDITIONAL REPRESENTATIONS OF THE PARTIES. A. Agency Customer hereby warrants, represents and promises that: i) it i. It has provided or shall provide timely to ContractorESCO, all records relating to energy usage and energy-related maintenance of Project Site(s) Premises requested by Contractor ESCO and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Contract will be true and accurate in all material respects; and ii) it . It has not entered into any leases, contracts or Contracts with other persons or entities regarding the leasing of energy efficiency equipment or the provision of energy management services for the Project Site(s) Premises or with regard to servicing any of the energy energy-related equipment located in the Project Site(s)Premises. Agency Customer shall provide Contractor ESCO with copies of any successor or additional leases of energy efficiency equipment and contracts for management or servicing of preexisting pre-existing equipment at Project Site(s) Premises which may be executed from time to time-to-time hereafter within 30_ <number> days after execution thereof. B. Contractor . ESCO hereby warrants, represents and promises that before that: i. Before commencing performance of this Contract: i) a. it shall have become licensed or otherwise permitted to do business in the State of New Mexico.business; ii) b. it shall have provided proof and documentation of required insurance and bonds pursuant to this ContractSection 17 (Insurance Requirements); iii) it ii. It shall make available, upon reasonable request, all documents relating to its performance under this Contract, including all contracts and subcontracts entered into; iv) it iii. It shall use qualified subcontractors who are qualified, licensed and bonded in this state delegates to perform the work so subcontracted or delegated pursuant to the terms hereof; v) the Equipment will meet or exceed the provisions set forth in Section 17 (Systems Start Up and Equipment Commissioning) and in Schedule T (Systems Start-Up and Commissioning; Operating Parameters of Installed Equipment). vi) the Equipment is or will be compatible with all other Project Site(s) mechanical and electrical systems, subsystems, or components with which the Equipment interacts, and that, as installed, neither the Equipment nor such other systems, subsystems, or components will materially adversely affect each other as a direct or indirect result of Equipment installation or operation; vii) it iv. It is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this Contract.

ADDITIONAL REPRESENTATIONS OF THE PARTIES. A. Agency hereby warrants, represents and promises that: i) it has provided or shall provide timely to Contractor, all records relating to energy usage and energy-related maintenance of Project Site(s) requested by Contractor and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Contract will be true and accurate in all material respects; and ii) it has not entered into any leases, contracts or Contracts with other persons or entities regarding the leasing of energy efficiency equipment or the provision of energy management services for the Project Site(s) or with regard to servicing any of the energy related equipment located in the Project Site(s). Agency shall provide Contractor with copies of any successor or additional leases of energy efficiency equipment and contracts for management or servicing of preexisting equipment at Project Site(s) which may be executed from time to time hereafter within 30_ 15 days after execution thereof. B. Contractor hereby warrants, represents and promises that before commencing performance of this Contract: i) it shall have become licensed or otherwise permitted to do business in the State of New Mexico. ii) it shall have provided proof and documentation of required insurance and bonds pursuant to this Contract; iii) it shall make available, upon reasonable request, all documents relating to its performance under this Contract, including all contracts and subcontracts entered into; iv) it shall use qualified subcontractors who are qualified, licensed and bonded in this state to perform the work so subcontracted pursuant to the terms hereof; v) the Equipment will meet or exceed the provisions set forth in Section 17 (Systems Start Up and Equipment Commissioning) and in Schedule T (Systems Start-Up and Commissioning; Operating Parameters of Installed Equipment). vi) the Equipment is or will be compatible with all other Project Site(s) mechanical and electrical systems, subsystems, or components with which the Equipment interacts, and that, as installed, neither the Equipment nor such other systems, subsystems, or components will materially adversely affect each other as a direct or indirect result of Equipment installation or operation; vii) it is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this Contract.

ADDITIONAL REPRESENTATIONS OF THE PARTIES. A. Agency 15.1 Owner hereby warrants, represents and promises that: (i) it It has provided or shall provide timely to Contractor, all records relating to energy usage and any energy-, fuel, water, or other utility use, operation, maintenance, occupancy, use, prior audits, Energy Costs, or O&M Costs of, for, or related maintenance of Project Site(s) to Premises requested by Contractor and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Contract Agreement will be true and accurate in all material respects; and (ii) it It has not entered into any leases, contracts or Contracts contracts with other persons or entities regarding the leasing of energy efficiency equipment or the provision of energy management services for the Project Site(s) Premises or with regard to servicing any of the energy related equipment located in the Project Site(s)Premises. Agency Owner shall provide Contractor with copies of any predecessor, successor or additional leases of energy efficiency equipment and contracts for management or servicing of preexisting equipment at Project Site(s) Premises which may be executed from time to time hereafter within thirty (30_ ) days after execution thereof. B. 15.2 Contractor hereby warrants, represents and promises that before that: (i) Before commencing performance of this ContractAgreement: i(a) it It is or shall have become licensed or otherwise permitted to do business in the State of New Mexicothis state. ii(b) it It shall have provided proof and documentation of required insurance and bonds pursuant to this Contract; iii) terms and conditions of the Contractor contract it shall make available, upon reasonable request, all documents relating to its performance under this ContractAgreement, including all contracts and subcontracts entered into; iv(ii) it It shall use qualified subcontractors who are qualified, licensed and bonded in this state delegees to perform the work so subcontracted or delegated pursuant to the terms hereof; v(iii) the Equipment will meet or exceed the provisions set forth in Section 17 (Systems Start Up and Equipment Commissioning) and in Schedule T (Systems Start-Up and Commissioning; Operating Parameters of Installed Equipment). vi) the Equipment is or will be compatible with all other Project Site(s) mechanical and electrical systems, subsystems, or components with which the Equipment interacts, and that, as installed, neither the Equipment nor such other systems, subsystems, or components will materially adversely affect each other as a direct or indirect result of Equipment installation or operation; vii) That it is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this ContractAgreement.

ADDITIONAL REPRESENTATIONS OF THE PARTIES. A. Section 14.1 Agency hereby warrants, represents and promises that: (i) it It has provided or shall provide timely to ContractorESCO, all records relating to energy usage and energy-related maintenance of Project Site(s) Premises requested by Contractor ESCO and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Contract will be true and accurate in all material respects; and (ii) it It has not entered into any leases, contracts or Contracts contracts with other persons or entities regarding the leasing of energy efficiency equipment or the provision of energy management services for the Project Site(s) Premises or with regard to servicing any of the energy related equipment located in the Project Site(s)Premises. Agency shall provide Contractor ESCO with copies of any successor or additional leases of energy efficiency equipment and contracts for management or servicing of preexisting equipment at Project Site(s) Premises which may be executed from time to time hereafter within thirty (30_ ) days after execution thereof. B. Contractor Section 14.2 ESCO hereby warrants, represents and promises that before commencing performance of this Contract: (i) it It is or shall have become licensed or otherwise permitted to do business Energy Services Business in the State Commonwealth of New Mexico.Virginia and shall have a Class A Contractor's License (ii) it It shall have provided proof and documentation of required insurance and bonds pursuant to this Contract; iii) it terms and conditions and shall make available, upon reasonable request, all documents relating to its performance under this Contract, including all contracts and subcontracts entered into; iv(iii) it It shall use qualified subcontractors who are qualifiedand delegees, licensed and bonded in this state to perform the work so subcontracted or delegated pursuant to the terms hereof; v(iv) the Equipment will meet or exceed the provisions set forth in Section 17 (Systems Start Up and Equipment Commissioning) and in Schedule T (Systems Start-Up and Commissioning; Operating Parameters of Installed Equipment). vi) the Equipment is or will be compatible with all other Project Site(s) mechanical and electrical systems, subsystems, or components with which the Equipment interacts, and that, as installed, neither the Equipment nor such other systems, subsystems, or components will materially adversely affect each other as a direct or indirect result of Equipment installation or operation; vii) That it is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this Contract.

ADDITIONAL REPRESENTATIONS OF THE PARTIES. A. Agency 31.1 School District hereby warrants, warrants and represents and promises that: i) it has provided or shall provide timely to Contractor, all records relating to energy usage and energy-related maintenance of Project Site(s) requested by Contractor and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Contract will be true and accurate in all material respects; and ii) that it has not entered into any leases, leases or contracts or Contracts with other persons or entities regarding the leasing of energy efficiency equipment the Selected ECMs set forth Schedule A (Selected ECMs to be Installed by ESCO), or for the provision of any energy management services for in conflict with those set forth in Schedule F (Measurement and Verification) and Schedule Q ESCO’s ECM Service Responsibilities. Upon written request, the Project Site(s) or with regard to servicing any of the energy related equipment located in the Project Site(s). Agency School District shall provide Contractor ESCO with copies of any successor or additional leases of energy efficiency equipment and contracts for management or servicing of the preexisting equipment at Project Site(sidentified Schedule B (Description of Premises; Pre-Existing Equipment Inventory) which may be executed from time to time hereafter within thirty (30_ ) days after execution thereofof this Contract. B. Contractor 31.2 ESCO hereby warrants, represents and promises that before that: (a) Before commencing performance of this Contract: i(1) it It is or shall have become licensed or otherwise permitted to do business in the State of New MexicoCommonwealth. ii(2) It has a City of Philadelphia Business Privilege License. (3) It shall confirm that it and any of its Subcontractors to be employed in connection with any services rendered under the Contract and/or the parent company(ies) and subsidiary(ies) thereof, are not currently in default of the terms of any indebtedness to the School District and, to the best of its knowledge, will not at any time during the Contract Term (including any extensions or renewals thereof) be indebted to the School District, for or on account of any delinquent taxes, liens, judgments, fees or other debts for which no written agreement or payment plan satisfactory to the School District has been established. With respect to Subcontractors, ESCO will be deemed to have satisfied the requirements of the Section 31.2(3) so long as the following is included in each Subcontract: Subcontractor hereby certifies and represents that Subcontractor and Subcontractor’s parent company(ies) and subsidiary(ies) are not currently indebted to the School District and will not at any time during the term of ESCO’s Agreement with School District, including any extensions or renewals thereof, be indebted to the School District, for or on account of any delinquent taxes, liens, judgments, fees or other debts for which no written agreement or payment plan satisfactory to the School District has been established. In addition to any other rights or remedies available to School District and ESCO at law or in equity, Subcontractor acknowledges that any breach of failure to conform to this certification may, at the option and direction of School District and ESCO, result in the withholding of payments otherwise due to Subcontractor for services rendered in connection with the Contract and, if such breach or failure is not resolved to School District’s or ESCO’s satisfaction within a reasonable time frame specified by School District or ESCO in writing, may result in the offset of any such indebtedness against said payments otherwise due to Subcontractor and/or the termination of Subcontractor for default (in which case Subcontractor will be liable for all excess costs and other damages resulting from the termination).” To the best of ESCO’s knowledge, information and belief, the representations made in and Subcontract that Subcontractor is not indebted to the School District are true and correct. (4) It shall have provided proof and documentation of required insurance and bonds pursuant to this Contract; iii) Article 19 (Insurance), and it shall make available, upon reasonable request, all documents relating to its performance under this Contract, including all contracts and subcontracts entered into; iv(b) it It shall use qualified subcontractors who Subcontractors and delegees that have the necessary experience and skill for the Work, and that are qualified, licensed and bonded in this state to perform the work so subcontracted or delegated pursuant to the terms hereof; v(c) the Equipment will meet or exceed the provisions set forth in Section 17 (Systems Start Up and Equipment Commissioning) and in Schedule T (Systems Start-Up and Commissioning; Operating Parameters of Installed Equipment). vi) the Equipment is or will be compatible with all other Project Site(s) mechanical and electrical systems, subsystems, or components with which the Equipment interacts, and that, as installed, neither the Equipment nor such other systems, subsystems, or components will materially adversely affect each other as a direct or indirect result of Equipment installation or operation; vii) it It is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under this Contract.